Singapore is fast becoming the launchpad for global investors looking to tap into Asia’s thriving startup scene. Syndicate leads and angels abroad may often ask: Can non-Singaporean investors participate in Singapore SPVs? The answer is yes, and the process is more straightforward than many think.
This article explains how SPVs for non-Singapore investors work, key requirements, why global investors favor Singapore, and how digital platforms make the entire process seamless from anywhere in the world.
How Non-Singapore Investors Can Access Singapore SPVs
Singapore is often viewed as the gateway to the Asia-Pacific. Its reputation as one of the world’s most business-friendly jurisdictions attracts both local and foreign capital.
An SPV for Non-Singapore investors can be structured relatively cleanly under Singapore’s transparent regime, provided investors supply proper documentation and satisfy regulatory checks.
Thanks to Singapore’s strategic position, stable governance, and robust financial infrastructure, cross-border investment flows are more seamless here than in many other jurisdictions.
There are three common paths for an SPV for non-Singapore investors:
- Set up your own Singapore SPV
You can incorporate a Singapore private company (Pte. Ltd.) or use a Singapore VCC (Variable Capital Company), which offers fund-style flexibility. “The VCC is a new legal entity form/structure for all types of investment funds in Singapore,” notes the Monetary Authority of Singapore (MAS).
Basics include appointing a Singapore-resident director, a local company secretary, a registered address, and filing with ACRA. Costs, timelines, and procedural details for establishing a Singapore VCC are outlined in this guide.
- Join an existing syndicate or fund
Many syndicated deals create a single SPV and invite co-investors. Alternatively, consider investing through a Singapore fund that utilizes SPVs for its portfolio companies, a smoother path if you prefer a plug-and-play approach.
- Use a local platform
Digital onboarding and fund platforms speed KYC/AML and subscription flows for outbound investors. If you need help with structuring or compliance, consider working with onshore legal and tax advisors.
For investors ready to take the next step, schedule a call with us to explore how a Singapore SPV can be efficiently established and managed.
Key Rules and Eligibility for Foreign Investors Joining Singapore SPVs
Foreign investors must satisfy both corporate (ACRA) and financial regulatory (MAS) requirements when joining or forming an SPV.
MAS requirements for non-Singaporean investors
- AML/CFT Compliance: Investors must comply with anti-money laundering and counter-terrorism financing regulations.
- Customer Due Diligence (CDD): Banks or fund managers must verify the identities of investors and assess their risk profiles.
- Ongoing Risk Monitoring: SPV operations and investor activity are monitored to ensure regulatory compliance.
- Regulatory Adherence: Investments must comply with MAS rules and other applicable laws.
Tax and Cross-Border Considerations for Non-Singapore Investors
Singapore’s favorable tax framework is a major draw. It doesn’t impose a general capital gains tax, though IRAS may tax profits deemed to be trading gains. Approximately 100 double taxation agreements (DTAs) reduce withholding taxes on distributions, including dividends, interest, and royalties.
Profits are most commonly repatriated as dividends. Singapore imposes no foreign exchange controls, simplifying capital flows. Non-resident professionals rendering services in Singapore may be subject to withholding tax at a rate of 15% of gross income or 24% of net income (effective from January 1, 2023). Investors should consult local tax counsel for jurisdiction-specific guidance.
Investors looking for a deeper dive into Singapore’s tax rules for funds and SPVs can explore the Singapore Investment Fund Taxation Guide for more details.
Why Global Investors Choose Singapore for Their SPV Structure
Singapore consistently ranks among the top global financial centers. In the latest Global Financial Centres Index, it placed fourth, just ahead of Hong Kong as a hub for Southeast Asia and beyond.
Global investors often contrast Singapore’s transparent legal regime and rule of law with traditional offshore jurisdictions like the Cayman Islands or BVI. While those jurisdictions offer confidentiality and tax benefits, they face increasing regulatory pressure and a need to align with global standards. Singapore provides a stronger enforcement record, credible courts, and a more stable institutional framework.
Importantly, MAS and ACRA launched the Variable Capital Companies (VCC) framework to deepen fund-domiciling infrastructure. “The VCC is a new corporate structure that can be used for a wide range of investment funds and provides fund managers greater operational flexibility and cost savings,” according to MAS.
PwC also calls it a fund-tailored legal form that “will elevate Singapore’s position in becoming a globally competitive fund domicile.”
Steps to Set Up or Join a Singapore SPV as a Non-Singapore Investor
Choose the right legal structure and appoint key officers
Most SPVs are Private Limited Companies (Pte Ltd), offering flexibility and clear governance. For fund managers, a VCC provides operational efficiency, especially for open-ended or alternative investment funds. At least one director and one company secretary must be Singapore residents; nominee services and secretarial firms can provide assistance if needed.
Incorporate, register, and manage compliance
Foreign investors engage ACRA-registered filing agents to handle company registration, filings, and legal documents, such as the constitution and shareholder agreements. Select a unique company name, define the SPV’s purpose under SSIC codes, secure a local registered address, open a corporate bank account, and register for GST if applicable.
Final Thoughts
An SPV for non-Singapore investors provides a practical, transparent, and tax-efficient vehicle for accessing opportunities in the Asia-Pacific region. With strong regulations, investor protections, VCC flexibility, and an extensive DTA network, Singapore offers a reliable hub for global capital.
Setting up your own SPV or joining an existing structure becomes far smoother when you leverage local counsel and service providers, ensuring both compliance and scalability.
Ready to launch your SPV in Asia? Book a call with us or contact us at info@auptimate.com, and one of our experts will be happy to assist you.
